TICKY FULLERTON, PRESENTER: After three decades as a top Australian biotech company, Biota is headed to the United States.

It's merging with a US drug company with no drugs to land a listing on the NASDAQ.

Biota insists it's not a case of brain drain, but a chance to commercialise in a huge market.

While the board says it's time for the company to grow up and move on, not all shareholders are ready.

Emily Stewart reports.

EMILY STEWART, REPORTER: Finding cures for colds and flus is taking Biota into the global market.

PETER COOK, CEO AND MD, BIOTA: We've been here for 20-plus years, we've now got our second and third generation products coming on. It's time to move them into the global scene.

EMILY STEWART: The United States government has committed $230 million over five years for Biota to develop the flu treatment LANI. The company says it's not a brain drain, but an opportunity to commercialise Australian science.

JIM FOX, CHAIRMAN, BIOTA: It's not just the capital market, it's not just the culture of innovation and technology but it's also the density of the industry.

EMILY STEWART: Biota will merge with US-based Nabi Biopharmaceutical company. Nabi shareholders will pay $27 million in cash and acquire an interest in Biota of around 18 per cent. Biota will delist from the ASX, and use shell company Nabi as a way to back door list on the NASDAQ.

PETER COOK: It would have cost us approximately twice as much to have done a NASDAQ listing from scratch.

EMILY STEWART: The original proposal would have seen Biota raise $50 million in cash but have a lower equity stake in the new company. But after the proposed merger was announced in April, the Biota share price dropped from around $1, and is now sitting at 65 cents. That prompted a new round of negotiations.

SCOTT POWER, BIOTECH ANALYST, RBS MORGANS: A number of hedge funds were the shareholders in the business, in the States, and their requirement was to try to get more cash out of the business.

EMILY STEWART: Despite the tortuous road to a merger, the board says it's ended up with a better deal.

JIM FOX: The first deal actually had us paying effectively a 16 per cent discount on the cash we raised, so this final deal in the end we have paid zero discount to raise money.

EMILY STEWART: Biota's existing shareholder base will make up more than 80 per cent of the merged company, but they're not all happy about owning US stock. Biota has around 12,000 shareholders, and half of those are small retail investors owning less than 2,000 shares. Many wanted the biotech company to stay in Australia.

BIOTA SHAREHOLDER: It would be better for us and more easily accessible if it was listed on the ASX.

BIOTA SHAREHOLDER II: Especially if the market goes down, which there's a possibility of the way things are at the moment.

EMILY STEWART: The deal was passed with 94 per cent of shareholder votes, but will still need a rubber stamp from the Supreme Court of Victoria.